EX-10 7 ex10-8.txt EX-10.8 EXHIBIT 10.8 2007 CONSULTANT STOCK COMPENSATION AGREEMENT WITH L. STEPHEN ALBRIGHT CONSULTING & ADVISORY AGREEMENT THIS AGREEMENT (the "agreement") is entered into as of 1st August 2007 by and between Electronic Game Card Inc (the "Company") and Mr. L. Stephen Albright (the "Consultant"). WHEREAS, the Company and Consultant mutually desire continued engagement by Company of Consultant to provide legal services and advice to the Company, as and when requested; NOW THEREFORE, in consideration of the recitals, promises and conditions in this Agreement, the Company and the Consultant agree as follows: 1. CONSULTING, ADVISORY AND LEGAL SERVICES Company hereby retains Consultant to render legal advice, consulting and legal services to the Company as and when requested by the Company. 2. TERM The term of this Agreement shall be indefinite, subject to termination by either party for any reason, after shares issued to Consultant have been issued and registered. 3. COMPENSATION. The Company shall continue to pay Consultant, Consultant's customary hourly fees, expenses and costs. In addition, Company shall issue Seventy Five Thousand (75,000) shares of its common stock to Consultant for an aggregate value of approximately Thirty Thousand Dollars ($30,000) as of the date hereof, based upon the average price of Forty cents ($0.40) per share on August 1, 2007. 4. RELATIONSHIP OF PARTIES For the purposes of the internal revenue code, this Agreement shall not constitute an employer-employee relationship. It is the intention of each party that Consultant shall be an independent contractor and not an employee of the Company. Consultant shall not have the authority to act as the agent of the Company except when such authority is specifically delegated to Consultant by the Company. Subject to the express provisions herein, the manner and means utilized by Consultant are at the discretion of the Consultant. All compensation paid to Consultant hereunder shall constitute earnings to Consultant from self-employment income. 5. CONFIDENTIALITY As a condition to the Consultant furnishing information and advice under this Agreement, the Company agrees to treat with the strictest confidence all such information ("Confidential Information") which is furnished to the Company, its directors, officers, employees, attorneys, accountants, advisors, agents and/or other representatives (collectively, "Representatives") by or on behalf of the Consultant or any companies or individuals related to the Consultant. As used herein, the term "Confidential Information" shall also include all analysis, compilations, software or other materials containing or generated from, in whole or in part, information furnished to the Company by or on behalf of the Undersigned, except that information which is public knowledge. The Consultant also undertakes that any Confidential Information about the Company, its products or operations of which the Consultant becomes aware during the consultancy will be kept confidential and will not, except as hereinafter provided or as required by applicable law, be disclosed by the Consultant or its Representatives to any person without The Company's prior written consent. At the end of the term the Consultant will promptly return to the Company all documents and Confidential Information, including all copies, reproductions, specifications, summaries, in the possession or control of the Consultant or any of its Representatives. Notwithstanding the return of any Confidential Information, the Consultant will continue to be bound by its obligation of confidentiality and other obligations hereunder. 6. NOTICES Any notice, request, demand or other communication required or permitted hereunder shall be deemed to be property given when personally served in writing or when deposited in the United States mail, postage prepaid, addressed to the other party at the address appearing at the end of this Agreement. Either party may change its address by written notice made in accordance with this section. 7. BENEFIT OF AGREEMENT This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, administrator, executors, successors, subsidiaries and affiliates. 8. COUNTERPARTS This Agreement may be executed in any number of counterparts, including counterparts transmitted by telecopier or FAX, any one of which shall constitute an original of this Agreement. When counterparts of facsimile copies have been executed by all parties, they shall have the same effect as if the signature to each counterpart or copy where upon the document and copies of such signature may be transferred to a single document upon the request of any party. 9. ASSIGNMENT This Agreement may not be assigned by the Consultant without the prior written consent of the Company. 11. ENTIRE AGREEMENT; MODIFICATIONS This Agreement constitutes the entire agreement between the Company and the Consultant. No promises, guarantees, inducements or agreements, oral or written, expressed or implied, have been made other than as contained in this Agreement. This Agreement can only be modified or changed in writing signed by both parties. 12. APPLICABLE LAW This Agreement and any dispute, proceedings or claim of whatever nature arising out of, or in conjunction with this Agreement shall be governed by and construed according to the Laws of the State of Nevada. IN WITNESS WHEREOF, the parties hereto have hereby executed this Agreement the day and year first above written. Electronic Game Card Inc. L. Stephen Albright By: /s/ Linden J. Boyne By: /s/ L. Stephen Albright ------------------------ -------------------------- Linden J. Boyne